Inox Air Products Limited IPO

01At a glance

What the company does: makes and delivers oxygen, nitrogen, argon, hydrogen, medical oxygen and specialty gases from 57 locations in 15 states and one union territory, through plants built at customers' sites, tanker deliveries of liquid gas and cylinders (AP p.3, AP p.4). By the commissioned industry report it is the largest integrated industrial gases company in India by revenue, with a 22.4% market share in FY26 (DRHP p.298).

Who pays it: more than 3,000 customers, led by steel, which was 40.59% of FY26 revenue, then dealers and healthcare (DRHP p.38, DRHP p.298). The largest customer was 12.23% of FY26 revenue and the top ten 31.60% (DRHP p.306, DRHP p.35). Named customers include Steel Authority of India Limited, Saint-Gobain India Private Limited, CEAT Limited, Apollo Hospitals and the Indian Air Force (DRHP p.305, DRHP p.306, DRHP p.307).

Why it is raising money: it is not. The offer is only a sale of existing shares by two INOX group promoter entities, Prodair Corporation of the Air Products group and two promoter group companies; the company will not receive any proceeds (DRHP p.83, DRHP p.158). The stated objects are the offer for sale itself and the benefits of listing (DRHP p.158).

How fast it has grown: revenue from ₹2,589.9 crore in FY24 to ₹3,033.9 crore in FY26, about 8.2% a year, and profit after tax from ₹765.7 crore to ₹913.9 crore, about 9.2% a year (our arithmetic, DRHP p.410).

The one thing to understand: this is a large, profitable joint venture going public through a sale by its two owner groups in equal measure. Each of the five sellers offers exactly 15.00% of its holding, so the Jain family group and the Air Products group each go from about 49.74% to about 42.28% of the company (our arithmetic, DRHP p.84, DRHP p.138). The company held more cash and liquid investments than debt at March 2026, a net cash position of ₹8,497.53 million (DRHP p.401).

02The business, in plain words

An industrial gas company separates air into oxygen, nitrogen and argon by cooling it until it liquefies, then delivers the gases to factories and hospitals. INOX Air Products does this in three ways (AP p.3).

For large users, mostly steel plants, it builds and runs an air separation plant inside the customer's premises under a contract of 15 to 20 years with take-or-pay terms, and the customer supplies the power (DRHP p.35, DRHP p.36, DRHP p.327).

For mid-sized users it makes liquid gas at its own plants and trucks it in a fleet of 739 cryogenic tankers to tanks it owns at the customer's site, under contracts of three to seven years (DRHP p.300, DRHP p.327). For small users and hospitals it fills cylinders, against purchase orders (DRHP p.327).

A steel plant needs a steady flow of oxygen → the company builds an air separation unit on the plant's land, owns and runs it → the plant takes the gas by pipeline and pays a fixed facility charge plus gas charges for 15 to 20 years (DRHP p.35, DRHP p.36, DRHP p.327).

Revenue in FY26 was 58.55% Merchant (liquid gas by tanker), 28.69% On-site and 12.76% Packaged and Specialty Gases (DRHP p.304). Oxygen and nitrogen were 75.03% of FY26 sales of products (DRHP p.47). The main input is air; the main cost is electricity: power and fuel were ₹6,741.49 million, 22.22% of FY26 revenue (DRHP p.37). The company also trades gases it does not make, such as helium, silane and carbon dioxide (DRHP p.326).

The company was formed in 1963 as Industrial Oxygen Company Private Limited, listed on stock exchanges in 1994 and was delisted between 1999 and 2000, when Prodair Corporation made a public offer during the delisting (DRHP p.91, DRHP p.353). Its name uses two brands it does not own: "INOX", licensed from Pavan Kumar Jain, and "Air Products", licensed from Air Products and Chemicals, Inc., each for a royalty of 0.25% of revenue from April 1, 2027 (DRHP p.56).

Earnings equation: Revenue = tonnes of gas supplied × realisation per tonne + fixed facility and lease charges on On-site plants + services. FY26 revenue of ₹30,339.28 million was ₹24,151.97 million from sale of products, ₹3,091.61 million lease rental income, ₹2,573.56 million services and ₹522.14 million other operating revenue (DRHP p.304). The document gives Merchant volumes supplied, 4,291 TPD in FY26 (DRHP p.317), but no realisation per tonne.

03Where the money comes from

Source: DRHP p.405. By end use, steel was 37.06% of FY24 revenue and 40.59% of FY26, dealers and debulkers 21.46% and 17.37%, healthcare and pharmaceutical 12.98% and 10.98%, and solar rose from 1.06% to 3.02% (DRHP p.38). By product, oxygen and medical oxygen were 49.34% of FY26 sales of products, nitrogen 25.69% and argon 13.51%; helium fell from ₹1,352.63 million in FY24 to ₹569.54 million in FY26 (DRHP p.304). Of the On-site capacity, 92.56% by tonnes per day served steel in FY26 (DRHP p.316).

Source: DRHP p.35, DRHP p.306. The document prints the same top five share, 21.54%, for FY24 and FY25 (DRHP p.35). The largest customer's share is given for FY26 only, and no other customer was 10% or more (DRHP p.405, DRHP p.406). Revenue does not depend on one customer: five customers took 25.94% of FY26 revenue. It does lean on one industry: steel took 40.59% (DRHP p.38). The top ten customers have dealt with the company for 15.90 years on average (DRHP p.305).

04The growth record

Source: DRHP p.400, DRHP p.401, DRHP p.410, DRHP p.416, AP p.9, converted from ₹ million. In rupees, revenue went from ₹2,589.9 crore in FY24 to ₹3,033.9 crore in FY26 and profit after tax from ₹765.7 crore to ₹913.9 crore (DRHP p.410).

Our arithmetic over FY24 to FY26: revenue grew about 8.2% a year (our arithmetic, DRHP p.410), EBITDA about 11.3% a year (our arithmetic, DRHP p.400) and profit after tax about 9.2% a year (our arithmetic, DRHP p.410). EBITDA margin moved from 47.99% to 51.29%, up 330 basis points, and PAT margin from 27.60% to 28.44%, up 84 basis points (DRHP p.400). Both margins are on total income, which includes other income; on revenue alone FY26 EBITDA margin is about 54.3% (our arithmetic, DRHP p.400). The company states its own revenue CAGR as 8.23% (DRHP p.309). The EBITDA margin of 48.0% in FY24 rose to 51.3% in FY26 (DRHP p.400).

Year by year, revenue rose 7.7% in FY25 and 8.8% in FY26, and profit after tax rose 15.1% in FY25 and 3.7% in FY26 (our arithmetic, DRHP p.410). The slower FY26 profit growth came with depreciation up 31.22% to ₹3,464.87 million as new On-site plants were commissioned, and other income down 30.87% (DRHP p.411, DRHP p.412).

Operating cash flow was ₹1,264.2 crore in FY26 (DRHP p.416). Other income of ₹1,789.41 million was 14.9% of FY26 profit before tax of ₹12,042.49 million (our arithmetic, DRHP p.410). Total borrowings were ₹1,365.6 crore at March 2026 (AP p.9). Against that the company held cash and liquid investments of ₹22,270.56 million, so net debt was a net cash position of ₹849.8 crore, written as −₹849.8 cr (DRHP p.401).

Return on capital employed was 14.1% in FY26 on the plain definition; the company's own adjusted measure, which removes cash, liquid investments and capital work in progress from capital, gives 24.5% (DRHP p.401). Related-party transactions were ₹557.0 crore in FY26, 18.36% of revenue (DRHP p.66). Contingent liabilities at March 31, 2026 add up to ₹25.5 crore (our arithmetic, DRHP p.87).

The year end is March 31 throughout and the figures are restated consolidated, covering the company and its joint venture, Bellary Oxygen Company Private Limited (DRHP p.22, DRHP p.409). The restated statements themselves are not in the file as filed, so the figures here come from the summary, the KPI tables and the management discussion.

05What the growth is made of

Revenue rose ₹4,439.93 million from FY24 to FY26 (our arithmetic, DRHP p.405). On-site added ₹2,312.53 million, Merchant ₹1,727.00 million and Packaged and Specialty Gases ₹400.39 million (our arithmetic, DRHP p.405). The On-site increase follows new plants: the company names an On-site facility at Bokaro commissioned in January 2025, and lease rental income rose 20.81% in FY26 as new On-site facilities came on stream (DRHP p.411).

Merchant volumes supplied went from 3,703 TPD in FY24 to 4,291 TPD in FY26, up 15.9%, while Merchant revenue rose 10.8% (our arithmetic, DRHP p.317, DRHP p.405). At FY24 Merchant revenue per TPD supplied, the extra volume accounts for about ₹2,547 million; the gap of about ₹820 million is lower realisation and mix (our arithmetic, DRHP p.317, DRHP p.405). The company itself names a reduction in the average selling price of bulk gases in FY25, five new Merchant sites and a fall of about 35% in helium volume (DRHP p.413). Helium revenue fell ₹783.09 million over the two years (our arithmetic, DRHP p.304).

This split is approximate: volume supplied is given in tonnes per day for the Merchant vertical only, and no realisation per tonne is disclosed for any gas, so On-site and Packaged growth cannot be separated into volume and price. That is the finding.

06Earnings quality

Cash conversion is not the question here: operating cash flow over three years was above profit, and the company calculates it at 67.12% of EBITDA (DRHP p.309). The item that needs explaining is how much of profit before tax comes from outside gas sales. FY26 other income of ₹1,789.41 million included ₹784.73 million of gains on investments carried at fair value and ₹618.12 million of interest (DRHP p.411).

FY25 other income included a ₹456.33 million profit on selling land at Surajpur and Port Blair and ₹202.24 million of power tariff incentives relating to an earlier year (DRHP p.414). FY26 profit before tax also included ₹474.87 million as the share of profit of the Bellary joint venture, which the company attributes to a one-time gain on that venture's sale of investments (DRHP p.413).

On the cost side, FY24 carried a one-time gratuity provision of ₹203.83 million and FY25 a ₹170.00 million contribution to an electoral trust (DRHP p.415, DRHP p.413). The statutory dues tables show small, repeated delays in provident fund, gratuity and professional tax payments (DRHP p.67, DRHP p.68).

07The balance sheet

At March 31, 2026 total assets were ₹102,488.58 million and total equity ₹72,685.05 million (DRHP p.301). Property, plant and equipment was ₹52,312.34 million and capital work in progress ₹14,147.43 million (DRHP p.49). Borrowings were ₹9,245.29 million non-current and ₹4,411.17 million current, and lease liabilities ₹116.57 million (DRHP p.400). Against that sat ₹22,270.56 million of cash and liquid investments: ₹9,545.60 million and ₹5,620.75 million in mutual funds, ₹5,224.78 million in bank balances and ₹1,755.96 million in term deposits with financial institutions (DRHP p.400, DRHP p.401). Equity includes an interest-free loan from a shareholder of ₹270.30 million (DRHP p.434).

By July 15, 2026 the company had ₹12,234.01 million of secured term loans and ₹87.36 million of unsecured working capital loans, plus ₹2,955.21 million of non-fund facilities such as guarantees (DRHP p.435). Of March 2026 borrowings, ₹5,181.36 million falls due within a year (DRHP p.418). Capital commitments were ₹4,244.73 million (DRHP p.416). Contingent liabilities were ₹255.15 million, mainly ₹188.30 million of excise and service tax demands (our arithmetic, DRHP p.87). The credit rating is CRISIL AA+/Stable long term and A1+ short term (DRHP p.58). The company does not hedge its foreign exchange exposure, ₹639.21 million net at March 2026 (DRHP p.57).

Source: DRHP p.434, DRHP p.83. Because the offer is a sale of existing shares only, the company's balance sheet and share count do not change; offer expenses are to be borne by the selling shareholders, apart from listing fees, the auditors' annual fees and the company's ordinary advertising (DRHP p.158).

08What the money is for

Source: DRHP p.83, DRHP p.158. The objects are to carry out the offer for sale and to achieve the benefits of listing; the company expects listing to enhance its visibility and brand image and to provide a public market for its shares (DRHP p.158). There is an employee reservation portion of a size not yet stated (DRHP p.83). The company has not issued shares in the 18 months before the filing (DRHP p.169).

Into the business nothing; there is no fresh issue (DRHP p.83). To selling shareholders 77,156,663 shares, 14.92% of the present share count; the rupee amount depends on the price, which is not set (DRHP p.83, our arithmetic).

09Who is selling

Source: DRHP p.84 for the offered shares, DRHP p.138, DRHP p.155 and AP p.7 for holdings; the percentages are our arithmetic. The offer for sale is up to 77,156,663 shares by five selling shareholders, with no fresh issue (DRHP p.83). Prodair Corporation, the Air Products group's holding company, offers 38,578,328 shares and the four Jain group entities together 38,578,335, so the two sides offer almost exactly the same number (our arithmetic, DRHP p.84). Prodair Corporation's authorisation is limited, for now, to including its shares in this draft (DRHP p.84).

Weighted average cost of the shares held, as certified: ₹7.49 for Prodair Corporation, ₹0.64 for INOX Chemicals LLP, ₹0.26 for Siddho Mal Trading LLP, ₹0.06 for Siddhomal Air Products Private Limited and ₹3.22 for Sitashri Trading and Finance Private Limited, each per share of ₹1 face value (AP p.12). None of them acquired shares in the last year at a cost (AP p.12).

After the offer the promoters would hold 351,293,992 shares, 67.9% of the company, against 79.9% before, and the promoters with the promoter group 84.6% against 99.48% (our arithmetic, DRHP p.84). Promoter holding goes from 79.9% to 67.9% (our arithmetic, DRHP p.84).

10Promoters

The document names seven promoters: Pavan Kumar Jain, Siddharth Jain, Prodair Corporation, INOX Chemicals LLP, Siddho Mal Trading LLP, Air Products and Chemicals, Inc. and Air Products Manufacturing Corporation (DRHP p.384). Only three hold shares directly: Prodair Corporation 49.74%, INOX Chemicals LLP 15.17% and Siddho Mal Trading LLP 15.02%, together 79.93% (DRHP p.138).

Prodair Corporation, a Delaware holding company, is wholly owned by Air Products Manufacturing Corporation, which is wholly owned by Air Products and Chemicals, Inc., listed on the New York Stock Exchange since 1962 (DRHP p.385, DRHP p.387, DRHP p.389). The partners of INOX Chemicals LLP and Siddho Mal Trading LLP are Pavan Kumar Jain, Siddharth Jain, Nayantara Jain and Ishita Jain (DRHP p.386, DRHP p.387).

Pavan Kumar Jain, aged 75, is Chairman and a non-executive director, associated with the company since July 28, 1979 and with over 46 years in industrial gases; Pavan Kumar Jain also chairs INOX India Limited and is a promoter and director of PVR INOX Limited (DRHP p.384, AP p.5). Siddharth Jain, aged 48, is Managing Director, associated with the company since May 20, 2003, with over 23 years in the field, and is a non-executive director of INOX India Limited and a director and promoter of PVR INOX Limited (DRHP p.385, AP p.5). The document states that Pavan Kumar Jain is the father of Siddharth Jain (DRHP p.365).

Pay: Siddharth Jain was paid ₹129.86 million in FY26, on terms of a ₹50.00 million salary and variable pay of up to ₹50.00 million a year (DRHP p.366). Pavan Kumar Jain received ₹2.75 million in FY26 as medical and travel expenses, having become a non-executive director on April 1, 2024 (DRHP p.366, DRHP p.368). Remuneration to key managerial personnel as a whole was ₹417.00 million in FY24, ₹133.27 million in FY25 and ₹158.81 million in FY26 (DRHP p.90). The document does not split the FY24 figure by person in the pages filed.

Brand royalty: from April 1, 2027 the company is to pay 0.25% of revenue each to Pavan Kumar Jain for the INOX name and to Air Products and Chemicals, Inc. for the Air Products name, under perpetual licences dated September 29, 2026 (DRHP p.56). The two together equal ₹151.7 million on FY26 revenue (our arithmetic, DRHP p.56). The INOX licence ends if the Jain Family Group holds less than 20%, and the Air Products licence if Air Products holds less than 20% (DRHP p.56).

Control: under an amendment to the 1999 joint venture contract signed on September 30, 2026, while the two groups' holdings are within 20 percentage points of each other, each nominates up to two directors, Pavan Kumar Jain chairs the board, and Siddharth Jain is Managing Director until March 31, 2033, after which the right to name the Managing Director rotates (DRHP p.353, DRHP p.354). Key decisions go to a shareholder committee that must agree unanimously while that balance lasts (DRHP p.63). Directors' nomination rights are to be put to a shareholder vote within three months of listing (DRHP p.63).

Cases: the summary counts 4 criminal matters, 5 tax matters and 3 regulatory actions against the promoters, with no SEBI or stock exchange action in five years (DRHP p.62, DRHP p.447). The criminal matters are those against Pavan Kumar Jain and Siddharth Jain as directors, described in section 23 (DRHP p.445). The three regulatory actions are environmental clean-up obligations of Air Products and Chemicals, Inc. at sites in Florida, South Carolina and Texas (DRHP p.446, DRHP p.447). No promoter shares are pledged (DRHP p.154).

Promoter group exemption: Vivek Kumar Jain, stated to be the brother of Pavan Kumar Jain, and entities in which Vivek Kumar Jain has an interest are not shown as promoter group because of a 2021 family settlement; the company applied to SEBI on May 7, 2026 for this exemption, which had not been granted at filing (DRHP p.65).

Promoter economics: Prodair Corporation bought into the company in 1999 at ₹375.00 a share of ₹10 face value, through a share sale agreement and an open offer; under the agreement 2,942,196 shares were bought for ₹1,103.32 million (DRHP p.138, DRHP p.353). The Jain group entities hold shares from allotments and bonus issues going back to 1987 (DRHP p.103).

The company's last cash allotments were in a public issue in 1994 at ₹140.00 a share and a 1997 reissue of forfeited shares at ₹90.00 (DRHP p.116, DRHP p.117). The only allotment in the last three years is the September 2026 bonus issue (DRHP p.169). There have been no secondary trades by promoters or the promoter group in the six months before filing (DRHP p.156).

11Who already owns it

Source: DRHP p.155, DRHP p.154, AP p.7. Promoters and promoter group hold 99.48% (DRHP p.154); a risk factor gives 99.49% (DRHP p.64). The company has 58 shareholders (DRHP p.155). The largest public holder is Motif Financial Consultants LLP with 0.38% (AP p.7). No fund or company outside the promoter and promoter group holds 1% or more (DRHP p.155). The same four holders held the same percentages one and two years before the filing (DRHP p.155).

When they came in: the Jain group entities from 1987, through allotments and bonus issues, and Prodair Corporation from 1999 at ₹375.00 a share of ₹10 face value (DRHP p.103, DRHP p.138). The Jain group entities together hold 257,188,900 shares and Prodair Corporation 257,188,850 (our arithmetic, DRHP p.155, AP p.7). After the offer the promoters would hold 67.9% (our arithmetic, DRHP p.84), and each of the two groups about 42.28% (our arithmetic, DRHP p.84). An employee stock option plan of up to 1,000,000 options was set up in September 2026, with no grants made (DRHP p.157).

12What changed just before the IPO

• Revenue and profit: revenue went from ₹2,589.9 crore in FY24 to ₹3,033.9 crore in FY26 and profit after tax from ₹765.7 crore to ₹913.9 crore (DRHP p.410).
• Customer concentration rose: the top ten customers went from 27.51% of FY24 revenue to 31.60% of FY26, and the top five from 21.54% to 25.94% (DRHP p.35). The largest customer was 12.23% of FY26 revenue (DRHP p.306).
• Steel's share rose: from 37.06% of revenue in FY24 to 40.59% in FY26 (DRHP p.38).
• Receivable days lengthened from 38 in FY24 to 45 in FY26 (DRHP p.60).
• Utilisation fell from 91.71% of installed capacity in FY24 to 82.90% in FY26, which the company attributes mainly to lower consumption by On-site customers (DRHP p.42).
• Capital spending: ₹15,301.73 million of additions in FY25 and ₹5,482.55 million in FY26, with capital work in progress up to ₹14,147.43 million (DRHP p.49).
• Borrowings: ₹10,000.00 million of new long-term loans in FY24 and ₹5,000.00 million in FY25, then ₹3,624.82 million repaid and none raised in FY26 (DRHP p.417, DRHP p.418).
• Share split: each ₹10 share was split into ten ₹1 shares, approved by shareholders on June 9, 2026 (DRHP p.120).
• Bonus issue: 413,627,880 shares, four for every one held, allotted on September 4, 2026, the last allotment before the IPO, for no cash (DRHP p.120). The bonus was 4:1 (DRHP p.120).
• No pre-IPO placement: the company states there will be no further issue of shares between the filing and listing (DRHP p.156).
• Auditors: S R B C & CO LLP was appointed on January 13, 2026 as one of the joint statutory auditors, alongside Patankar & Associates (DRHP p.96).
• The company became public again: it had turned private in 2015, and was converted to a public company with a certificate dated July 1, 2026 (DRHP p.91).
• Board: four independent directors were appointed between June and September 2026, a nominee director resigned on September 23, 2026, and Subodh Kumar Jain retired as a director on September 28, 2026 (DRHP p.368).
• Joint venture terms: the joint venture contract was amended on September 30, 2026, and the two brand licences, with royalties from April 2027, were signed on September 29, 2026 (DRHP p.353, DRHP p.56).
• Related-party purchases fell: transactions went from 33.39% of revenue in FY24 to 18.36% in FY26, as plant purchases from Air Products and Chemicals Inc. dropped from ₹3,854.13 million in FY25 to ₹436.13 million in FY26 (DRHP p.66, DRHP p.88).
• A cyber theft: between June 3 and June 15, 2026, ₹103.51 million was transferred out after fraudsters impersonated a director; ₹55.93 million is frozen and ₹2.10 million recovered (DRHP p.61).
• Dividends: ₹206.81 million paid in FY26 and the same proposed for FY26 (DRHP p.69).

13Capacity and expansion

Source: DRHP p.315, DRHP p.316, DRHP p.317, DRHP p.318, DRHP p.326. By product in FY26, oxygen ran at 80.24% of 17,667.53 TPD, nitrogen at 99.30% of 3,149.86 TPD and argon at 73.76% of 483.67 TPD; in FY24 oxygen had run at 91.20% (DRHP p.326). The capacity figures are management estimates certified by a chartered engineer, using 355 working days for most plants (DRHP p.70, DRHP p.326).

None of the offer money goes to capacity. The planned additions would take On-site capacity to 20,388 TPD and Merchant liquid capacity to 6,027 TPD (DRHP p.299). An On-site plant takes nine to 30 months to build (DRHP p.315). The company names investments in electronic gases at Dholera, Gujarat, for the semiconductor industry, whose demand depends on fabrication plants being built by others (DRHP p.40). It also names an abandoned green ammonia project (DRHP p.40). The document does not give the cost of the plants under execution.

14Market size and industry structure

As claimed: the industry report is CRISIL's "Assessment of Industrial Gas Industry" dated April 2, 2026, with an addendum in June 2026, commissioned and paid for by the company for the offer (DRHP p.71, DRHP p.298). Its market charts are credited to Nexdigm (DRHP p.205). It values India's non-captive industrial gases market, gases sold by gas companies to others, at ₹135,160.8 million in FY26, and the whole market including gases made by users for themselves at ₹160,908 million (DRHP p.205). The report projects growth of 9 to 12% a year from FY26 to FY32; that is the report's projection, not this study's (DRHP p.205).

The part that is addressable: the non-captive market, the gases this company sells, in India; the company does not report exports in the pages read.

What the company is today: FY26 revenue of ₹30,339.28 million is about 22.4% of the report's non-captive market figure, the same share the report gives (our arithmetic, DRHP p.205, DRHP p.298). The report puts the company's share at about 17.8% of On-site and 31.0% of Merchant revenue (DRHP p.217, DRHP p.218), and at 35.5% in metals, 24.3% in healthcare, 54.2% in tyres, 40.1% in glass and 23.1% in solar (DRHP p.302).

On structure, the report says three global companies, Linde, Air Liquide and Air Products, held about 74% of the world market in CY2025 (DRHP p.197). It names the main Indian players as INOX Air Products, Linde, Air Liquide, Air Water and Ellenbarrie (DRHP p.204). It describes entry barriers of capital cost, engineering skill, regulation, and long On-site contracts of 15 to 20 years that make switching suppliers hard (DRHP p.222). Merchant supply is mostly economic within about 300 km of a plant (DRHP p.302).

15Competitive position

Source: DRHP p.167, DRHP p.401, AP p.9, converted from ₹ million. The document does not give peers' RoCE or borrowings; it gives Ellenbarrie's net debt to equity as 0.03 in FY26 (DRHP p.167). The commissioned report also names Air Liquide India and Air Water India as key players (DRHP p.287).

What the company puts forward: scale across all three ways of supply, India's largest cryogenic tanker fleet, 739 tankers, a network that can supply a customer from another plant during an outage, long On-site contracts with take-or-pay terms, and engineering and technology from the Air Products group (DRHP p.300, DRHP p.302, DRHP p.303, DRHP p.308).

Against that: dependence on steel, power costs of 22.22% of revenue, falling utilisation, a joint venture structure that needs both owners to agree, and brands it licenses rather than owns (DRHP p.38, DRHP p.37, DRHP p.42, DRHP p.63, DRHP p.56). The document also says Air Products group companies supply some of its equipment, and that its own promoters may run competing businesses (DRHP p.50, DRHP p.64).

16Peers the company named

Peers named in the offer document: Ellenbarrie Industrial Gases Limited and Linde India Limited (DRHP p.163).

The document picks them for similar lines of business, product offerings, size and scale (DRHP p.163). Linde India is close in size: its FY26 revenue of ₹25,306.40 million is about 0.83 times the company's, and it is also the company's 50:50 partner in the Bellary Oxygen joint venture (our arithmetic, DRHP p.163, DRHP p.356).

Ellenbarrie is much smaller, with FY26 revenue of ₹3,415.82 million, about one ninth of the company's, and reports standalone figures (our arithmetic, DRHP p.163). The company's PAT margin of 28.44% is above both peers' 21.54% and 26.66% (DRHP p.167). The document prints peer P/E ratios of 96.31 for Linde India and 48.99 for Ellenbarrie on closing prices of September 29, 2026, an average of 72.65 (DRHP p.162, DRHP p.163).

The company's FY26 basic EPS is ₹17.68 (DRHP p.161). With no price band, no P/E for the company can be stated.

17Risks, in plain words

Customers: steel was 40.59% of FY26 revenue (DRHP p.38) → On-site plants are built for one customer and cannot easily be moved if that customer's plant slows or shuts (DRHP p.35) → 92.56% of On-site capacity served steel (DRHP p.316).

Utilisation: capacity utilisation fell from 91.71% in FY24 to 82.90% in FY26 (DRHP p.42) → new plants carry depreciation from the day they start, before offtake builds up (DRHP p.43) → depreciation rose 31.22% in FY26 (DRHP p.412).

Power: power and fuel were ₹6,741.49 million in FY26 (DRHP p.37) → price escalation clauses may not pass on every increase in time (DRHP p.37) → that was 22.22% of revenue (DRHP p.37).

Joint venture: the two owner groups hold almost equal stakes and must agree on key decisions through a shareholder committee (DRHP p.63) → deadlock or a change of control at either partner could affect governance (DRHP p.63, DRHP p.64) → after the offer each group would hold about 42.28% (our arithmetic, DRHP p.84).

Brands: the licences for the INOX and Air Products names were signed on September 29, 2026 (DRHP p.56) → from April 2027 it pays 0.25% of revenue to each licensor, and loses a name if that licensor's group falls below 20% (DRHP p.56) → that is ₹151.7 million on FY26 revenue (our arithmetic, DRHP p.56).

Earnings mix: other income was 14.9% of FY26 profit before tax (our arithmetic, DRHP p.410) → much of it is gains on mutual funds and interest, which depend on the cash pile, not on gas sales (DRHP p.411) → the cash and liquid investments were ₹22,270.56 million (DRHP p.401).

Controls: ₹103.51 million was lost to a cyber fraud in June 2026 (DRHP p.61) → the auditors noted gaps in the accounting software's audit trail in each of the last three years (DRHP p.51, DRHP p.52) → ₹55.93 million is frozen and ₹2.10 million recovered (DRHP p.61).

Issue-specific: the company receives nothing from the offer (DRHP p.83) → the sellers' average cost is ₹0.06 to ₹7.49 a share (AP p.12) → after the offer the promoters and promoter group would still hold 84.6% (our arithmetic, DRHP p.84).

18Litigation and regulatory matters

Criminal: none against the company (DRHP p.440).

Against directors: a Factories Act complaint naming Pavan Kumar Jain as occupier after a fire at the Narmadapuram plant that burned a worker, of which no summons has been received; a 2022 defamation complaint at Ghaziabad; a 2025 criminal complaint over a PVR INOX theatre visit; three cheque cases against Inox Wind Limited, where Siddharth Jain was a director until 2020, ₹42.60 million; and a 2016 legal metrology complaint naming Pallavi Shardul Shroff as a director of Maruti Suzuki India Limited, stayed by the High Court (DRHP p.443, DRHP p.444).

Ahmed Hababou, an Air Products nominee director, is named in two investigations in Spain, with no charges filed (DRHP p.444).

By the company: nine criminal complaints, mostly over dishonoured cheques from steel customers, and one over the June 2026 cyber theft (DRHP p.441, DRHP p.442). Tax: the company's 60 indirect tax cases total ₹221.48 million excluding interest and penalty, and directors have two direct tax matters of ₹0.72 million (DRHP p.442, DRHP p.445).

Regulatory: the three promoter actions are the environmental accruals of Air Products and Chemicals, Inc. of $52.8 million in Florida, $9.7 million in South Carolina and $9.6 million in Texas; with the tax cases they make up the ₹7,160.05 million aggregate shown against promoters (DRHP p.446, DRHP p.447, DRHP p.62). These are obligations of the United States parent, not of the company.

Civil: no material civil litigation by or against the company, its directors or promoters (DRHP p.440, DRHP p.445).

19Related-party transactions

Source: DRHP p.88, DRHP p.89, DRHP p.90. All related-party transactions together were ₹5,570.04 million in FY26, ₹9,120.89 million in FY25 and ₹8,647.47 million in FY24 (DRHP p.66). Most of the total is equipment bought from Air Products group companies and from INOX India Limited, where directors' close family members have control (DRHP p.88).

What appeared or changed in the two years before filing: sales to Air Products (Middle East) FZE and Air Products Majan SPC began in FY26 (DRHP p.89); Air Products Singapore Industrial Gases ceased to be a related party from April 9, 2025 (DRHP p.89); the dividend from the Bellary joint venture rose to ₹490.95 million in FY26 (DRHP p.90).

Separately, the company deals with Gujarat Fluorochemicals Limited and GFCL EV Products Limited, entities related to Vivek Kumar Jain, but has not treated them as related parties since October 27, 2021 because of the family settlement, so those transactions are not in these figures (DRHP p.66). The two brand licences add royalty payments to promoters from April 2027 (DRHP p.56).

20What the offer document does not say

The restated financial statements and their notes, printed pages 397 to 514, are not in the file as filed, so items that live only there, such as expenses capitalised, inventory and payable days, and per-person pay for FY24, could not be read. Realisation per tonne is not given for any gas, so growth cannot be split into volume and price outside the Merchant vertical. Utilisation is given by product, not by vertical or plant.

The cost of the 4,314 TPD of On-site and 921 TPD of Merchant capacity under execution is not stated. Customer names are not given against the concentration figures. The price band, offer expenses and the size of the employee reservation are blank. The SEBI exemption on the promoter group is pending (DRHP p.65).

Some inconsistencies are recorded as document matters, not business ones: promoter and promoter group holding is 99.48% in the shareholding pattern and 99.49% in a risk factor (DRHP p.154, DRHP p.64); the top five customers' share is printed as 21.54% for both FY24 and FY25 (DRHP p.35); and the company says it does not systematically hedge foreign exchange in a risk factor while the market risk note says forward contracts are used as and when necessary (DRHP p.57, DRHP p.420). Some old share allotment filings cannot be traced at the Registrar of Companies (DRHP p.69).

21Five questions for management

1. What was realisation per tonne for oxygen, nitrogen and argon in FY24 and FY26, and how much of the Merchant revenue change came from price?
2. What did the 4,314 TPD of On-site capacity under execution cost, and what share of it is already covered by take-or-pay contracts?
3. Why did utilisation fall from 91.71% to 82.90%, and which On-site customers reduced their consumption?
4. How much of FY26 profit before tax came from treasury income and the one-time Bellary joint venture gain, taken together?
5. What was paid to Pavan Kumar Jain and Siddharth Jain in FY24 and FY25, and how is the 0.25% royalty to each licensor expected to be reviewed?

2Sources and cited facts

This study was read from 2 documents the company filed. The 168 figures it cites are listed under the document each came from, with the page and the sentence as printed.